At "The
Monster Bazaar," Atlanta's wartime charity ball for its military hospital,
bright red and blue Confederate flags, banners and flowers decorate the Atlanta
Armory. Scarlett appears in black mourning clothes, looking conspicuous next
to young southern girls doing the Virginia Reel with festive party dresses.
Aunt Pittypat is embarrassed to have Scarlett in attendance: "For a widow
to appear in public at a social gathering - everytime I think of it, I feel
faint." Newly-widowed Mrs. Scarlett Hamilton, itching to dance, surreptiously
moves her feet to the music under her bustle.

During
defiant speeches celebrating early Southern victories in the war, she
is bored by pretending grief for a husband she never loved. Scarlett
is shocked to hear daring, exploitative war profiteer and blockade-runner
Rhett Butler acclaimed and introduced to an appreciative audience. Melanie
takes off her wedding ring and contributes it to the war effort - "the Cause." Rhett
is genuinely impressed by her action, but sarcastic when Scarlett donates
her ring, knowing that she's doing it to impress everyone: "I know just how
much that means to you." Rhett is amused by Scarlett's affectations
and whims: "The war makes the most peculiar widows." When Scarlett asks him
about his heroic, noble blockade-running for the "cause," a sardonic, worldly
Rhett disappoints her. He is only interested in himself and profiting from
the war as an unscrupulous entrepreneur, and not in being a patriot:

I believe in Rhett Butler. He's the only cause I know. The rest
doesn't mean much to me.

The ball is a fund-raising auction, and gentlemen are encouraged
to bid money for the opening dance with the lady of their choice. Most
of the bids are $20 or $25 for a dance. Demonstrating both contempt and
desire for Scarlett, Rhett shocks the audience into silence by boldly bidding
$150 "in gold" for
her as a dancing partner. Because she is in mourning, Rhett is told that she
cannot accept. But, scandalously and rebelliously, a delighted Scarlett accepts
his intimidating challenge and bid: "Oh yes, I will." Aunt Pittypat faints
and is furiously fanned to be revived. Rhett is surprised that she has accepted,
but expects rewards for the premium price he has paid to dance the Virginia
Reel with her:

Rhett: We sort of shocked the Confederacy, Scarlett.
Scarlett: It's a little like blockade-running, isn't it?
Rhett: It's worse. I expect a very fancy profit out of it.

The camera creates the illusion that it is moving among
the dancers - they both talk and whirl around the dance floor with Scarlett's
black skirt billowing around them. She believes another dance will ruin
her reputation forever. Rhett assures her that she needn't worry about
what people will think of her:
"With enough courage, you could do without a reputation." He is impressed
by her wildly courageous, rebellious spirit, but expects more from her:

Rhett: Don't start flirting with me. I'm not one of your plantation
beauxs. I want more than flirting from you.
Scarlett: What do you want?
Rhett: I'll tell you, Scarlett O'Hara, if you'll take that Southern-belle
simper off your face. Someday, I want you to say to me the words I heard you
say to Ashley Wilkes: 'I love you!'
Scarlett: That's something you'll never hear from me Captain Butler as long
as you live.

She extends her pretense of rejecting him, although she
is quite willing to accept his attentiveness to her passionate nature.
As the war proceeds, Rhett writes to Mrs. Wilkes from overseas, returning
both wedding rings to the ladies, explaining to Melanie that "The Confederacy may need the lifeblood
of its men, but not the heart's blood of its women." On his next visit, he
brings Scarlett a gift - a beautiful green hat from Paris, joking: "I thought
it was about time to get you out of that fake mourning." Rhett has to show
her how to wear it after she places it on backwards: "The war stopped being
a joke when a girl like you doesn't know how to wear the latest fashion."
Scarlett thanks him for his generosity, but he declines to accept her graciousness:

Rhett: ...I'm not kind. I'm just tempting you. I never give anything
without expecting something in return. Now, I always get paid.
Scarlett: If you think I'll marry you just to pay for the bonnet, I won't.
Rhett: Don't flatter yourself. I'm not a marrying man.
Scarlett: Well, I won't kiss you for it either.
Rhett (just when she's ready for a kiss, he changes his mind): Open your eyes
and look at me. No, I don't think I will kiss you - although you need kissing
badly. That's what's wrong with you. You should be kissed, and often, and
by someone who knows how.

In a "hushed and grim," beleaguered Atlanta after "two nations came to death
grips on the farm lands of Pennsylvania," casualty lists for the Battle of
Gettysburg ("some little town in Pennsylvania") are passed around to weary
people gathered in the outdoor square outside the Examiner newspaper
office. A bandmaster directs a rag-tag band composed of very young boys who
play "Dixie" in tribute. Not entirely selflessly, Scarlett empathizes joyously
with Melanie that Ashley's name hasn't turned up on the the lists. Rhett is
enraged by the sheer, obvious waste of the death toll: "Look at them, all
these poor tragic people. The South sinking to its knees. It'll never rise
again. 'The Cause!' The cause of living in the past is dying right in front
of us."

On furlough at Christmas time, Ashley returns
home and is warmly greeted by Melanie at the train station as Scarlett
looks on from a distance. In preparation for his homecoming, a Christmas
dinner is planned. Uncle Henry (Eddie "Rochester"
Anderson) stalks a rooster that will be the centerpiece: "No more gettin'
so uppity. Even if you is the last chicken in Atlanta." Melanie presents Ashley
with a hand-made tunic as a Christmas present, but is fearful and worried
even to speak about his being wounded: "Well, you will take good care of
it, won't you? You won't let it get torn. Promise me."

Before Ashley returns to the front, Scarlett
- who has been pining for him during the entire leave, presents him with
her own hand-made cloth sash. He has Scarlett promise to him that she will
take care of his "frail and gentle"
wife while he is gone. Looking vapid, he is exhausted and disillusioned by
the progress of the war. The impending collapse of the South is conveyed in
a brief conversation between them when he explains that the South is badly
losing: "Now the end is coming...the end of the war. The end of our world,
Scarlett...My men are barefooted now, and the snow in Virginia is deep." At
the end of his Christmas leave, he bids Scarlett farewell: "You must be brave...You
must. How else can I bear going? Oh Scarlett, you are so fine and strong
and beautiful. Not just your sweet face, my dear. But you."

Embracing and pulling him toward her for a kiss,
Scarlett declares that her heart belongs to Ashley. He declines reciprocating
her love when she begs him to tell her of his love - he does not tell her
what she wants to hear before he departs. Watching him leave from the rain-streaked
window, Scarlett vows her devotion: "When the war's over Ashley. When the
war's over."

Atlanta prayed while onward surged the triumphant Yankees...Heads
were high, but hearts were heavy as the wounded and the refugees poured into
unhappy Georgia...

Grudgingly, Scarlett remains in Atlanta with Melanie to
do volunteer work as a nurse, caring for the thousands of wounded and dying
that are pouring into the city. While at work in the hospital, Scarlett
and Melanie's figures are seen as long silhouettes on a wall - although
their movements aren't exactly reflected in the shadows. Even though Scarlett
is tired, Melanie reminds Scarlett that any one of the soldiers they treat "might
be Ashley with only strangers here to comfort him...they could all be Ashley."

On the steps of the Atlanta hospital, Uncle Peter
chases bordello madam Belle Watling (Ona Munson) away from Melanie and
the other ladies: "Go on,
you tramp. Don't you be pestering these ladies." Belle offers money to Melanie
for the hospital: "You might as well take my money, Miz Wilkes. It's good
money even if it is mine." Belle's offering stirs Scarlett's anger when Rhett's
initials are discovered on the handkerchief holding the gold, and when Belle
rides off in his carriage: "Oh, if I just wasn't a lady! What wouldn't I
tell that varmint!"

Panic hit the City with the first of Sherman's shells. Helpless
and unarmed, the populace fled from the oncoming Juggernaut. And desperately,
the gallant remains of an army marched out to face the foe.

When it is announced that Atlanta is on the verge of falling
to General Sherman's Northern Army, the population panics and flees from
the besieged city. Suddenly, the streets are clogged with marching men
and panic-stricken citizens evacuating the chaotic city. Working as an
unwilling aide to Dr. Meade (Harry Davenport) in the Atlanta hospital,
filled with dying and wounded, Scarlett discovers Frank Kennedy who has
been wounded in the war. Then, in a memorable operating room scene reflected
on Scarlett's horror-stricken face and on the wall, she is repelled when
she witnesses one unfortunate soldier whose leg is being amputated without
chloroform - he delivers a blood-curtling yell over and over: "Don't cut!" When she hears the doctor ask: "Where's
the nurse?", she flees from the scene, yelling back: "I'm going
home. I've done enough. I don't want any more men dying and screaming. I
don't want anymore."

The war becomes a direct threat to Scarlett when she leaves the hospital
and walks out into the street. She hears the sounds of exploding shells in
the Yankee bombardment during the Atlanta Exodus. Scarlett runs through the
scene of chaos and turmoil - the fleeing, rushing crowds, the frightened horses
that rear up, the rolling wagons, speeding fire wagons, the exploding shells.
Smoke and dust blow across the scene as she is swept along. A batallion of
black laborers marches through to dig trenches for the Confederate Army. Scarlett
learns fragmented information about Tara and her family's fate from her father's
ex-foreman slave Big Sam (Everett Brown).

Scarlett appears distracted and impatient while
her life is in great peril, and then relieved when Rhett appears in a buggy,
pulls her into his carriage from the chaotic mass of crowds in the streets,
and assuredly takes her to the safety of Aunt Pittypat's house. Cool and
cynical, Rhett tells her: "Panic's
a pretty sight, isn't it?" She ignores his realistic assessment that they
"belong together" and his idea of leaving the South with her:

Rhett: Let's get out of here together. No use staying here, letting
the South come down around your ears. Too many nice places to go and visit.
Mexico, London, Paris -
Scarlett: With you?
Rhett: Yes, ma'am. A man who understands you and admires you for just what
you are. I figure we belong together, being the same sort. I've been waiting
for you to grow up and get that sad-eyed Ashley Wilkes out of your heart....Are
you going with me or are you getting out?
Scarlett: I hate and despise you, Rhett Butler. I'll hate and despise you
till I die.
Rhett (amused): Oh no you won't, Scarlett. Not that long.

Aunt Pittypat scurries out her front door to flee to the
country: "Oh, dear,
Yankees in Georgia! How did they ever get in?" She asks Dr. Meade about the
propriety of Scarlett remaining in Atlanta unchaperoned to assist in Melanie's
impending childbirth, and is told sharply: "Good heavens, woman, this is war,
not a garden party." Scarlett doesn't know anything about delivering babies,
but is assured by chirpy-voiced, slow-witted servant girl Prissy: "I knows
how to do it. I've done it lots and lots. Let me doctor. Let me. I can do
everything." During the initial burning of Atlanta, Scarlett stays on as
long as possible (to fulfill her promise to Ashley to take care of Melanie)
to assist Melanie who is in labor and about to give birth in Aunt Pittypat's
house.

The skies rained Death. For thirty five days, a battered Atlanta
hung grimly on, hoping for a miracle...Then there fell a silence, more terrifying
than the pounding of the cannon.

During the long siege of Atlanta, a lone Confederate officer gallops through
the street, shouting that the Yankees have entered the city and the Confederate
army is pulling out. Scarlett is urged to flee, just as she learns that Melanie
is about to deliver. She sends Prissy to summon Dr. Meade to help in the delivery,
but Prissy is scared to death to enter the hospital.

So Scarlett, in a billowy red gown, races to the enormous open-air 'hospital'
of Atlanta's railroad depot to find Dr. Meade by herself, in one of the classic,
most incredible and memorable scenes ever filmed. [Scarlett runs past a lamp
post containing an electric bulb - an anachronism because it is 1864, 15 years
before Edison invented the lightbulb in 1879.] A close-up of Scarlett's face
shows her horrified reaction to what she sees in this - the most crucial test
of her endurance and inner strength and courage. Almost insensitive and indifferent
to the scene of human suffering, she makes her way through rows of thousands
of wounded and dead Confederate soldiers strewn around the railroad depot
exterior. In a spectacular moving crane shot, the camera slowly pulls back
to show a panoramic view of more and more of the defeated and crippled army
lying in the hot sun. [About half of the 1,600 bodies in view are actually
dummies.] It finally comes to a stop on a close-up of a torn and tattered
Confederate flag that waves defiantly and bravely over the human remnants
and carnage of the army - a vivid representation of the death throes of the
Old South.

The doctor is discovered, frantically administering
aid to horribly wounded men. He refuses to join her to assist in the delivery,
when so many men are dying without chloroform or bandages: "Are you crazy? I can't leave these
men for a baby! They're dying - hundreds of them." Bewildered by his answer,
Scarlett returns to the house to rely on Prissy's experience. Frightened
and inadequate Prissy, who had previously bragged about her expertise and
midwivery skills, is called upon to act in the doctor's place to deliver
Melanie's baby. Prissy delivers an immortal line to Scarlett when brought
in:

Lordse, we got to have a doctor. I don't know nothin' 'bout
birthin' babies!

With sudden fury, Scarlett slaps her. Scarlett delivers
the child herself, forcing the hysterical Prissy to help her. During labor,
know-it-all Prissy, who represents a crude, uneducated slave in the film,
quotes her own mother:
"Ma says that if you puts a knife under the bed, it cuts the pain in two."
After the birth of a baby boy, Scarlett sends Prissy to the Red Horse Saloon
bordello run by kind-hearted madam Belle Watling, where she knows Rhett can
be located. When Rhett is roused he asks for assistance in safely getting
out of Atlanta: "Any of you beauties know where I can steal a horse for a
good cause?" Later, Rhett appears in a deserted street with a run-down, rickety
wagon and exhausted horse to rescue them. Hysterically, Scarlett pleads: "I
want my mother! I want to go home to Tara," and is gently comforted by Rhett's
all-encompassing embrace: "It's all right, darling. All right, now you shall
go home. I guess anybody who did what you've done today can take care of
Sherman."

In a fantastic sequence, the "Burning of Atlanta scene" [one
of the earliest scenes filmed, using the backlot sets including the native
fortress/gates from King Kong (1933)], Scarlett [played by
a stunt double, since Vivien Leigh signed onto the film as Scarlett that same
night] sits beside Rhett in the wagon, with Melanie and the newborn and Prissy
covered up in the back. The city's only safe evacuation route not cut by the
Yankees is by the McDonough Road. They are attacked by thugs and looters who
want to steal their horse, but Rhett manages to beat them off. Their route
takes them through a huge wall of granaries, warehouses, and other buildings
on fire. At the freight yards, they see railroad box cars loaded with explosives.
Sparks and embers from another nearby building fall down, detonating explosions.
They pass by just as everything collapses. Their horse-drawn wagon disappears
in a dense cloud of smoke as Atlanta burns to the ground all around them.
[This historical scene was not in November, 1964, but represents the night,
two months earlier, when the retreating Confederate army torched its own ammunition
dumps to keep the Union army from capturing them.]

Once outside the city, they are among the last to evacuate, reaching safety
by the McDonough Road, visually portrayed against a deep, red-orange drenched
background. On the road, they join the bedraggled remnants of a column of
exhausted Confederate soldiers. Rhett makes her take note of the scene:

Take a good look, my dear. It's a historic moment. You can tell
your grandchildren how you watched the Old South disappear one night.

They see the heart-wrenching agony of a young Southern soldier
who sways and then drops to the ground. Lacking pity, Scarlett finally
realizes the harsh reality of the war and has understood its desperation
and futility. She indignantly blames the South and calls its young soldiers
fools for entering a war that they couldn't win: "They make me sick. All of them! Getting us
all into this with their swaggering and boasting." With bitterness, she tells
Rhett that he was lucky to have never joined the Confederate Army, running
blockades instead.

Rhett proposes to desert
her and leave her abandoned in the open country at the road which turns
toward Tara. He stops the wagon and turns it over to her. Cynical and
opportunistic, Rhett appears light-hearted and amused when suggesting
that he will leave her and enlist in the beaten and broken Confederate
Army: "I'm going to join up with our brave lads in grey." Scarlett
doesn't take him seriously, thinking only of her own predicament. Rhett understands
her selfishness: "Selfish to the end, aren't you? Thinking only of your own
precious hide with never a thought for the noble Cause..." He insists that
as a southerner, he has a weakness for lost causes: "I've always had a weakness
for lost causes once they're really lost."

In total disbelief, she doesn't think that he could leave her in a helpless
state:

Scarlett: You should die of shame to leave me here alone
and helpless.
Rhett: You helpless? (laughs) Heaven help the Yankees if they capture you.

With his arms around her, long-time suitor Rhett realistically proposes
that if she yields to his love, he'll stay and they can go off together:

There's one thing I do know, and that is that I
love you, Scarlett. In spite of you and me and the whole silly world
going to pieces around us, I love you. Because we're alike - bad lots
both of us, selfish and shrewd, but able to look things in the eyes
and call them by their right names...I've loved you more than I've ever
loved any woman. And I've waited longer for you than I've ever waited
for any woman.

He re-enacts the scene of a sweetheart kissing a soldier goodbye as he returns
to the war:

Here's a soldier of the South who loves you, Scarlett, wants to
feel your arms around him, wants to carry the memory of your kisses into battle
with him. Never mind about loving me. You're a woman sending a soldier to
his death with a beautiful memory. Scarlett, kiss me. Kiss me, once.

Antagonistically misinterpreting his idea and furious at his vulgar and
outrageous proposal, she violently slaps him in the face. With that, Rhett
hands her his dueling pistol and then disappears into the reddish darkness
- going off to join his lost cause.